EX-(D)(6)AMENDMENT OF RIGHTS AGREEMENT

EXHIBIT D.6

AMENDMENT OF RIGHTS AGREEMENT

This Amendment of Rights Agreement dated as of June 18, 2001 (the
"Amendment"), between SunSource Inc., a Delaware company ("SunSource") and
Registrar and Transfer Company, a New Jersey corporation (the Rights Agent").

WITNESSETH:

WHEREAS, SunSource and the Rights Agent constitute all of the parties to
that certain Rights Agreement dated as of July 31, 1997 by and among SunSource
and the Rights Agent (the "Rights Agreement") and desire to amend the Rights
Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto do hereby agree as follows (capitalized terms used
but not defined herein have the meanings ascribed to such terms in the Rights
Agreement):

1. AMENDMENTS TO THE RIGHTS AGREEMENT. The Rights Agreement shall be
amended as follows:

(a) Section 1(a) of the Rights Agreement is hereby amended to add the
following sentence at the end thereof:

"Notwithstanding the foregoing, Allied Capital Corporation and
its Affiliates and Associates shall not be or become an
"Acquiring Person" as the result of: the execution and delivery
of, or the consummation of the transactions set forth in, the
Agreement and Plan of Merger substantially in the form attached
hereto as Exhibit D (the "Transaction"), or any action taken by
the Board of Directors of the Company or the Special Committee
thereof relating to the Transaction or any public announcement
relating to the Transaction."

(b) A new Exhibit D is hereby added to the Rights Agreement in the
form set forth as Exhibit A hereto.

2. MISCELLANEOUS.

(a) The laws of the Commonwealth of Pennsylvania shall govern the
validity, interpretation, construction, performance, and
enforcement of this Agreement, excluding the choice of laws
provisions of the Commonwealth of Pennsylvania.

(b) Except as modified herein, all other terms and provisions of the
Rights Agreement (including the Exhibits thereto) are unchanged
and remain in full force and effect.

(c) This Amendment may be executed in counterparts, each of which
shall be deemed an original, but all of which taken together
shall constitute one and the same instrument. This Amendment
shall become effective when each party to this Amendment shall
have received a counterpart hereof signed by the other party to
this Amendment.

(d) This Amendment shall be binding upon any permitted assignee,
transferee, successor or assign to any of the parties hereto.



IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their duly authorized representatives as of the date first written
above.

SUNSOURCE INC.

By: /s/ JOSEPH M. CORVINO
-------------------------------
Name: Joseph M. Corvino
Title: Chief Financial Officer

REGISTRAR AND TRANSFER COMPANY


By: /s/ WILLIAM P. TATLER
-------------------------------
Name: William P. Tatler
Title: Vice President